h. all references herein or in any Program Agreement to “good faith” means good faith as defined in Section 5-102(7) of the UCC as in effect in the State of New York; and
i. an Event of Default shall be deemed continuing unless such Event of Default has been waived in writing.
In the event of any conflict between the terms of this Agreement and any other Program Agreement, the documents shall control in the following order of priority: first, the terms of the Pricing Side Letter shall prevail, then the terms of the Administration Agreement, then the terms of this Agreement shall prevail, and then the terms of the other Program Agreements shall prevail. Notwithstanding anything herein to the contrary, the terms of the Omnibus Agreement shall prevail over the terms of this Agreement and the Pricing Side Letter.
40. Buyers Several.
Seller, Administrative Agent and Buyers hereby acknowledge and agree that each Buyer is severally liable to the Seller for funding its respective Pro Rata Portion of the Maximum Committed Purchase Price. No Buyer shall have liability to the Seller for another Buyer’s failure to perform under the terms of this Agreement.
41. Termination of Agreement
This Agreement shall remain in effect until the Termination Date. Notwithstanding the foregoing, and as long as no Event of Default has occurred and is continuing, Seller may terminate this Agreement at any time upon the failure of Administrative Agent to return any Mortgage Loan to Seller within five (5) Business Days after the payment by Seller to the Administrative Agent of the related Repurchase Price, without the payment of any penalties, breakage costs or termination fees; provided, that, for the avoidance of doubt, any outstanding Repurchase Price shall be deemed due and payable upon such Termination Date. If Seller exercises such right of termination, to the extent permitted by applicable law, Administrative Agent shall promptly reimburse Seller for the prorated amount of the Commitment Fee attributable to the number of days remaining from the date such of such termination until the Termination Date.
42. Acknowledgment of Assignment and Administration of Repurchase Agreement
Pursuant to Section 22 (Non-assignability) of this Agreement, Administrative Agent or a Buyer may sell, transfer and convey or allocate certain Purchased Mortgage Loans and the related Repurchase Assets and related Transactions to certain affiliates of Administrative Agent or of a Buyer and/or one or more CP Conduits (the “Additional Buyers”), subject, in all cases, to the Administration Agreement. Seller hereby acknowledge and agree to the joinder of such Additional Buyers and the assignments and the terms and provisions set forth in the Administration Agreement. The Administrative Agent shall administer the provisions of this Agreement, subject to the terms of the Administration Agreement, for the benefit of the Buyers and any Repledgees, as applicable.